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                                  EXHIBIT 4.28

                               SECURITY AGREEMENT

                (Consolidated Resource Recovery, Inc. - Delaware)

         THIS SECURITY AGREEMENT (the "Agreement") is made the 10th day of
February, 2004 by CONSOLIDATED RESOURCE RECOVERY, INC., a Delaware corporation
registered in the State of Florida (the "Debtor"), in favor of JAMES E.H. DARBY
and his assigns (the "Secured Party") to induce Secured Party to extend credit
facilities (collectively the "Loans") to CONSOLIDATED ENVIROWASTE INDUSTRIES
INC. (the "Borrower"), a British Columbia company. For valuable consideration
(the receipt and sufficiency of which are hereby acknowledged by the Debtor),
including without limitation the agreement of the Secured Party to make any one
or more of the Loans, the Debtor hereby represents, warrants and agrees as
follows for the benefit of Secured Party:

1.       GRANT OF SECURITY INTEREST. Debtor hereby grants to Secured
Party a security interest in all of its now owned or hereafter acquired goods
and other personal property, including all tangible and intangible items and
including without limitation the following:

         (a)      EQUIPMENT, ETC. All of Debtor's right, title and interest (if
                  any) in equipment, supplies, fittings, furnishings and other
                  items of any kind ordered, obtained, or possessed by Debtor or
                  for its account, whether held by Debtor, by sellers under any
                  contracts for the purchase of equipment or by others, together
                  with any product into which such equipment may be processed,
                  manufactured or assembled and together with all substitutions
                  for said equipment and all parts, instruments, accessories,
                  alterations, modifications, replacements, additions and
                  accessions to said equipment (collectively, the "Equipment").

         (b)      INVENTORY, ETC. All of Debtor's right, title and interest in
                  inventory and stock in trade of Debtor including, without
                  limitation, all computer hardware and software products
                  wherever located, raw materials, work in progress, materials
                  used or consumed in Debtor's business, finished goods,
                  returned goods and goods traded in (collectively, the
                  "Inventory"),

         (c)      ACCOUNTS, CONTRACT RIGHTS, DEPOSITS, ETC. All of Debtor's
                  right, title and interest in (i) all accounts, (ii) all
                  contract rights, (iii) all chattel paper, (iv) all documents,
                  documents of title, drafts, checks, acceptances, bonds,
                  letters of credit, notes or other negotiable and
                  non-negotiable instruments, bills of exchange, deposits,
                  certificates of deposit, insurance policies and any other
                  writings evidencing a monetary obligation or security interest
                  in or a lease of personal property, (v) all licenses, leases,
                  contracts or agreements, (vi) all letter of credit rights,
                  (vii) all general intangibles, including without limitation,
                  all payment intangibles, judgments, choses in action, patents,
                  trademarks, trade names, service marks, licenses, copyrights
                  and the like whether registered or not, and whether or not
                  used or to be used by Debtor, including, with respect to all
                  of said property, without limitation, all rights corresponding
                  thereunder throughout the world, all renewals thereof, all
                  license royalties with respect thereto, all claims for
                  damages, profits and proceeds by reason of past, present

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                  and future infringements, and all rights to sue therefor;
                  (viii) all guarantees and other personal property securing the
                  payment or performance of any of the foregoing (collectively,
                  the "Accounts") and (ix) all balances, credits, deposits,
                  accounts or monies of or in the name of Debtor in the
                  possession or control of, or in transit to, Secured Party (the
                  "Deposits").

         (d)      DOCUMENTS. All of Debtor's right, title, and interest in and
                  to books, correspondence, credit files, records, invoices, and
                  other documents, including, without limitation, all tapes,
                  disks, cards, computer runs and other papers or documents in
                  the possession or control of Debtor; all records and data
                  relating to the Collateral (as hereinafter defined), whether
                  in the form of writings, photographs, microfilm, microfiche,
                  or electronic media, together with all of the Debtor's right,
                  title and interest in and to all computer software necessary
                  to use, create, maintain and process such records or data on
                  electronic media, and including correspondence, invoices,
                  shipping documents and records, sales slips, orders and order
                  acknowledgements, and sales contracts (collectively, the
                  "Documents"). (e) FIXTURES. All of Debtor's right, title, and
                  interest in and to all fixtures affixed to or to become
                  affixed to any real property owned, leased or operated by
                  Debtor or otherwise used in connection with the business or
                  operations of Debtor (collectively, the "Fixtures").

         (f)      INVESTMENT PROPERTY. All of Debtor's right, title and interest
                  in and to investment property and financial assets including,
                  without limitation, all stocks, bonds, debentures, notes,
                  bills, certificates, options, rights, shares, or other
                  securities now or hereafter owned or acquired, all dividends
                  or distributions in respect thereof and all brokerage or
                  commodities accounts (collectively, "Investment Property").

         (g)      PROCEEDS AND PRODUCTS. All cash and noncash proceeds
                  (including rents, royalties, and insurance proceeds) and
                  products of any of Debtor's now owned or hereafter acquired
                  goods and other real and personal property including without
                  limitation the items of property described in paragraphs (a)
                  through (f) above.

         The items of property described in this Section 1 are herein referred
to collectively as the "Collateral."

         2.       OBLIGATIONS SECURED. The security interest in the Collateral
is given as general and continuing security for the payment, performance and
satisfaction of any and all indebtedness and liability of the Debtor to the
Secured Party (including interest thereon), present or future, direct or
indirect, absolute or contingent, matured or not, extended or renewed,
wheresoever and howsoever incurred and any ultimate unpaid balance thereof,
including all advances on current or running account and all future advances and
re-advances, and whether the same is from time to time reduced and thereafter
increased or entirely extinguished and thereafter incurred again and whether the
Debtor be bound alone or with another or others, and including without
limitation, the indebtedness and liability of the Debtor to the Secured Party
under or arising in connection with the Debtor's obligations under:

         (a)      a guarantee and subordination agreement dated of even date
                  herewith in favour of the Secured Party (including all duly
                  executed renewals, modifications and extensions thereof) (the
                  "Guarantee") in which the Debtor has guaranteed absolutely and
                  unconditionally the due and punctual payment to the Secured
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                                       3

                  Party of all debts and liabilities of Borrower described in
                  the Guarantee, the liability of the Debtor under the Guarantee
                  being limited to CDN$2,160,680.98, together with certain
                  interest charges and other costs and expenses as therein set
                  forth;

         (b)      the Debtor's obligations with respect to payment of any costs
                  and expenses incurred or advances made by Secured Party
                  pursuant to this Agreement or any other documents executed by
                  Debtor securing or relating to the Loans, the Guarantee and/or
                  the Collateral, whether executed prior to, contemporaneously
                  with or subsequent to this Agreement (this Agreement, the loan
                  consolidation agreement made effective as of the 1st day of
                  October, 2003, entered into between the Borrower and the
                  Secured Party, as the same may be amended, extended, renewed,
                  replaced, restated and in effect from time to time, any other
                  promissory notes, commitment letters or loan agreements
                  relating to the Loan and the Guarantee, and such other
                  documents, are herein collectively referred to as the "Loan
                  Documents") to protect the Collateral or fulfill Debtor's
                  obligations under the Loan Documents, together with interest
                  thereon from the time such costs and expenses are incurred or
                  advances made, at the rate set out in Section 2.4 of the loan
                  consolidation agreement made effective as of the 1st day of
                  October, 2003 between the Secured Party and the Borrower as
                  the same may be amended, extended, renewed, replaced,
                  restated, supplemented, superseded and in effect from time to
                  time.

         (c)      Performance of each agreement, term and condition set forth or
                  incorporated by reference herein or in any other Loan
                  Document;

         (d)      Payment and performance of any additional existing or future
                  obligations of Debtor to Secured Party; and

         (e)      any and all amendments, modifications, renewals and/or
                  extensions of any of the foregoing including, but not limited
                  to, amendments, modifications, renewals or extensions which
                  are evidenced by new or additional instruments, documents or
                  agreements or which change the rate of interest on any
                  obligation secured hereby,

         (collectively the "Obligations").

3.       REPRESENTATIONS, WARRANTIES AND COVENANTS. Debtor hereby represents,
warrants and covenants as follows:

         (a)      Debtor is a corporation duly incorporated under the laws of
                  the State of Delaware. Debtor's U.S. tax identification number
                  and its organizational identification number assigned by the
                  State of Delaware, if any, are set forth below its signature
                  hereto. Debtor will not change its form or jurisdiction of
                  organization without giving at least 15 days' prior written
                  notice thereof to Secured Party and taking, at Debtor's sole
                  expense, all actions requested by Secured Party to maintain
                  and preserve Secured Party's security interest in the
                  Collateral as a valid, enforceable, perfected, first priority
                  security interest, including, but not limited to, filing
                  financing statements specified by Secured Party.

         (b)      Debtor has full power and authority to enter into this
                  Agreement, grant to the Secured Party a valid security
                  interest in the Collateral and perform all of its obligations
                  under this Agreement. The execution, delivery and performance
                  by Debtor of this Agreement do not contravene Debtor's
                  constating documents, or

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                                       4

                  violate any provision of any statute, law, rule, regulation,
                  judgment, order or decree and will not conflict with, or
                  constitute a breach or default under, any indenture, loan
                  agreement, contract or other agreement or instrument to which
                  Debtor is a party or by which Debtor or any of its property is
                  bound.

         (c)      No authorization, consent or approval or other action by, and
                  no notice to or other filing with, any governmental authority
                  or regulatory body is required for the grant by Debtor of the
                  security interest granted hereby, the due execution and
                  delivery by Debtor of this Agreement or the performance by
                  Debtor of any of its obligations hereunder, except filing of a
                  financing statement in the office of the Secretary of State of
                  the State of Delaware.

         (d)      This Agreement has been duly executed and delivered by Debtor
                  and is Debtor's legal, valid and binding obligation,
                  enforceable against Debtor in accordance with its terms,
                  subject only to bankruptcy, insolvency, reorganization,
                  moratorium or similar laws now or hereafter in effect relating
                  to or affecting the enforceability of rights of creditors
                  generally and to general equitable principles that may limit
                  the right to obtain equitable remedies. This Agreement creates
                  in Secured Party's favor a valid and, upon the filing of an
                  appropriate financing statement in the office of the Secretary
                  of State of the State of Delaware, perfected (to the extent
                  perfection is obtained by the filing of such financing
                  statement) lien on and security interest in the Collateral,
                  enforceable against Debtor and all third parties and superior
                  in right to all other existing security interests, liens,
                  encumbrances or charges, existing or future. Upon such filing,
                  no filing or recording of any other financing statement or
                  other instrument and no recording, filing or indexing of this
                  Agreement is necessary in order to preserve and protect
                  Secured Party's security interest in the Collateral as a
                  legal, valid and enforceable, perfected (to such extent)
                  security interest in the Collateral, except filing of
                  appropriate continuation statements with respect to financing
                  statements.

         (e)      Except for the security interest granted hereby, Debtor is,
                  and as to any Collateral acquired by Debtor after the date
                  hereof will be, the owner and holder of all the Collateral
                  free and clear of any security interest, lien, charge,
                  encumbrance or other adverse claim, and Debtor will defend all
                  of the Collateral, whether now owned or hereafter acquired,
                  against all claims and demands of all persons at any time
                  claiming the same or any interest therein, and will take all
                  steps to maintain the security interest of the Secured Party
                  as a valid and fully perfected lien of first priority.

         (f)      Debtor's principal place of business and chief executive
                  office is at the address set forth below Debtor's signature
                  below. The Debtor has never changed its name nor has it been
                  the surviving entity in a merger or acquired the assets of any
                  other business prior to the date hereof. Debtor has not
                  utilized any trade names in the conduct of its business.
                  Debtor will not change its name or the location of its
                  principal place of business or chief executive office without
                  giving at least fifteen (15) days' prior written notice to the
                  Secured Party of any such proposed change or utilization and
                  taking, at Debtor's sole expense, all actions requested by
                  Secured Party to maintain and preserve Secured Party's
                  security interest in the Collateral as a valid, enforceable,
                  perfected, first priority security interest including, but not
                  limited to, filing financing statements specified by Secured
                  Party.

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                                        5

         (g)      No financing statement covering any of the Collateral or any
                  proceeds thereof is on file in any public office in any
                  jurisdiction, other than financing statements in favor of the
                  Secured Party. Debtor authorizes the Secured Party to prepare
                  and file financing statements without the signature of the
                  Debtor where permitted by law and, if Debtor's signature shall
                  be required, Debtor irrevocably appoints the Secured Party as
                  Debtor's agent for the purpose of signing and filing such
                  financing statements. Debtor further authorizes description of
                  the Collateral on financing statements and other public
                  filings using generic terms such as "all assets" and "all
                  personal property". Debtor promises to pay to the Secured
                  Party all fees and expenses incurred in filing financing
                  statements and any continuation statements or amendments
                  thereto, which fees and expenses shall become a part of the
                  Obligations secured by this Agreement. A carbon, photographic
                  or other reproduction of this Agreement or any financing
                  statement covering the Collateral or any part thereof shall be
                  sufficient as a financing statement and may be filed by the
                  Secured Party in accordance with the provisions of this
                  Section.

         (h)      On the request of the Secured Party from time to time, Debtor
                  shall duly endorse and deliver to the Secured Party all
                  instruments or documents, the possession of which is necessary
                  to perfect the Secured Party's interest in any of the
                  Collateral hereunder and take, at Debtor's sole expense, all
                  actions requested by Secured Party to maintain and preserve
                  Secured Party's security interest in the Collateral as a
                  valid, enforceable, perfected, first priority security
                  interest.

         (i)      Except for sales of inventory and expenditures made in the
                  ordinary course of Debtor's business prior to an Event of
                  Default hereunder, Debtor will not sell, assign or offer to
                  sell or assign or otherwise transfer the Collateral, either in
                  whole or in part, or any interest therein without the prior
                  written consent of the Secured Party. Debtor will not, without
                  the prior written consent of the Secured Party, create or
                  permit to exist any security interest, lien, charge,
                  encumbrance or other adverse claim on any of the Collateral,
                  other than the security interest in favour of the Secured
                  Party created by this Agreement.

         (j)      Debtor will fully and punctually perform any duty required of
                  it in connection with the Collateral and will not take any
                  action, including the amendment of any contract or the waiver
                  of any contract rights, which will impair, damage or destroy
                  Secured Party's rights with respect to the Collateral or
                  hereunder or the value thereof.

4.       TAXES. Debtor will pay before delinquency any taxes which are or may
become through assessment or distraint or otherwise a lien or charge on the
Collateral and will pay any tax which may be levied on any Obligation secured
hereby.

5.       MAINTENANCE OF COLLATERAL; INSPECTION OF BOOKS AND RECORDS. Debtor will
keep the Collateral in good repair and Secured Party may inspect the Collateral
at reasonable times and intervals and with reasonable notice to Debtor and may
for this purpose enter any premises upon which the Collateral is located,
including, but not limited to, Debtor's facilities within normal business hours.
Debtor will furnish to the Secured Party from time to time statements and
schedules further identifying and describing the Collateral and detailing sales
or other transfers of the Collateral and payments received or accounts owing
with respect to the Collateral for the periods specified by the Secured Party
and such other reports in connection with the Collateral as the Secured Party
may reasonably request, in writing, all in reasonable detail. Upon Secured
Party's written request, Debtor will permit the Secured Party or its duly
authorized

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                                       6

representatives to examine its books and records during Debtor's regular
business hours and shall furnish to the Secured Party such financial statements
and other financial data as the Secured Party may reasonably request from time
to time.

6.       TANGIBLE COLLATERAL. With respect to the Equipment, Inventory,
Documents, and Fixtures (collectively, the "Tangible Collateral"):

         (a)      The Tangible Collateral is and will be used primarily for
                  business purposes.

         (b)      All Tangible Collateral is and will be kept at the address set
                  forth next to Debtor's signature hereto.

         (c)      Debtor has and will maintain insurance on and with respect to
                  the Tangible Collateral against loss or damage by fire, theft
                  and such other risks as are customarily insured against by
                  persons similarly situated to Debtor, in such amounts, with
                  such insurers and under policies in such form as shall be
                  satisfactory to the Secured Party. The Secured Party shall be
                  named as a loss payee on all such policies, and all such
                  policies shall provide that they are not cancellable without
                  thirty (30) days' prior written notice to the Secured Party.
                  Debtor shall, if requested by the Secured Party, obtain and
                  deliver to the Secured Party, from time to time, satisfactory
                  original or duplicate policies or certificates of insurance,
                  including any endorsements, to evidence Debtor's satisfaction
                  of the insurance requirements hereunder. In the event of loss
                  or damage with respect to any or all of the Tangible
                  Collateral, the Secured Party shall have the right to collect
                  any and all insurance upon the Tangible Collateral and to
                  apply the same at its option to any of the Obligations,
                  whether or not matured, or to the replacement, restoration or
                  repair of any or all of the Tangible Collateral.

         (d)      None of the Collateral is or will be affixed to real estate
                  unless Debtor has furnished to Secured Party such consents,
                  waivers or disclaimers as are necessary to make Secured
                  Party's security interest in such of the Collateral valid
                  against persons or entities holding an interest in such real
                  estate.

7.       INTANGIBLE COLLATERAL. With respect to the Accounts, Deposits
and Investment Property (collectively, the "Intangible Collateral"):

         (a)      Debtor's records concerning all Intangible Collateral since
                  June 30, 1996 have been kept at the address set forth below
                  Debtor's signature hereto.

         (b)      Each item of Intangible Collateral is, or at such time as it
                  becomes part of the Collateral will be, a bona fide, valid and
                  legally enforceable obligation of the account debtor or other
                  obligor in respect thereof, subject to no defense, setoff or
                  counterclaim against Debtor and in connection with which there
                  is no default with respect to any payment or performance on
                  the part of Debtor or any other party.

         (c)      Debtor will at all times keep accurate and complete records of
                  payment and performance by Debtor, the respective account
                  debtors and all other parties obligated on Intangible
                  Collateral.

         (d)      Debtor will keep the Secured Party immediately informed of any
                  material default in payment or performance by Debtor or any
                  account debtor or other parties obligated on, or of material
                  claims made by others in regard to, Intangible Collateral
                  having, individually or in the aggregate, a value of
                  US$100,000 or more and shall not change the terms thereof (or
                  terminate or permit the
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                                       7

                  impairment of any of its rights thereunder) in any material
                  way without the prior written consent of the Secured Party.
                  Debtor will make all payments and perform all undertakings on
                  Debtor's part to be paid or performed with respect to
                  Intangible Collateral when due. Debtor hereby authorizes the
                  Secured Party to cure any default in payment or performance by
                  Debtor with respect to Intangible Collateral; provided,
                  however, that the Secured Party shall be under no obligation
                  to do so and, provided, further, that the curing by the
                  Secured Party of any default shall not constitute a waiver by
                  the Secured Party of any default hereunder. Debtor agrees to
                  reimburse the Secured Party on demand with interest at the
                  Default Rate for any payment made or any expense incurred by
                  the Secured Party pursuant to the foregoing authorization, and
                  any payment made or expense incurred by the Secured Party
                  pursuant to the foregoing authorization shall be part of the
                  Obligations secured hereunder.

         (e)      The Secured Party may, in the name of the Secured Party, at
                  any time after the occurrence of an Event of Default hereunder
                  notify the account debtor or other obligor on any item of
                  Intangible Collateral of the Secured Party's security
                  interest. The Secured Party may, in its own name or the name
                  of the Debtor, at any time after the occurrence and during the
                  continuation of an Event of Default hereunder, demand, sue
                  for, collect or receive any money or property payable, or
                  receive any money or property payable or receivable on any
                  Intangible Collateral and settle, release, compromise, adjust,
                  sue upon, foreclose, realize upon or otherwise enforce any
                  item of Intangible Collateral as the Secured Party may
                  determine, and for the purpose of realizing the Secured
                  Party's rights herein, the Secured Party may receive, open and
                  dispose of mail addressed to Debtor and endorse notes, checks,
                  drafts, money orders, documents of title or other forms of
                  payment on behalf of and in the name of Debtor. At any time
                  after the occurrence and during the continuance of an Event of
                  Default hereunder, the Secured Party may at any time in its
                  discretion transfer any notes, securities or other Intangible
                  Collateral into its own name or that of its nominee and
                  receive the income thereon and hold the same as Collateral for
                  the Obligations or apply the same to the payment of amounts
                  due in respect of the Obligations. Debtor agrees to reimburse
                  the Secured Party on demand with interest at the applicable
                  Default Rate for any payment made or any expense incurred by
                  the Secured Party pursuant to the foregoing authorization, and
                  any payment made or expense incurred by the Secured Party
                  pursuant to the foregoing authorization shall be part of the
                  Obligations secured hereunder.

         (f)      Subject to licensing rights existing on the date hereof and
                  licenses to which Secured Party gives its consent, for the
                  purpose of enabling Secured Party to exercise rights and
                  remedies hereunder, only at such time as Secured Party,
                  without regard to this paragraph (f), shall be lawfully
                  entitled to exercise such rights and remedies and for no other
                  purpose, Debtor hereby grants to Secured Party an irrevocable,
                  exclusive license, exercisable at the time of and in
                  accordance with the exercise of such rights and remedies and
                  without present or future payment of royalty or other
                  compensation to Debtor, to use, assign, license or sublicense
                  any of the trademarks now owned or hereafter acquired by
                  Debtor and wherever the same may be located, including in such
                  license reasonable access to all media in which any of the
                  licensed items may be recorded or stored and to all computer
                  programs used for the compilation or printout thereof.
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                                       8

         (g)      Debtor will not enter into, or permit any securities
                  intermediary, commodity intermediary, bank, letter of credit
                  issuer or issuer of uncertificated securities to enter into,
                  any control agreement with any person other than Secured Party
                  with respect to any of, and Debtor shall not otherwise grant
                  any person other than Secured Party control of, any Investment
                  Property, Deposit or letter of credit right.

         (h)      If the Collateral at any time includes securities or other
                  Investment Property, Debtor authorizes Secured Party to
                  transfer the same or any part thereof into its own name or
                  that of its nominee(s) so that Secured Party or its nominee(s)
                  may appear of record as the sole owner thereof; provided that,
                  until Debtor is in default hereunder, Secured Party shall
                  deliver promptly to Debtor all notices or other communications
                  received by Secured Party or its nominee(s) as such registered
                  owner and, upon demand and receipt of payment of any necessary
                  expenses thereof, shall issue to Debtor or its order a proxy
                  to vote and take all action, consistent with the terms hereof
                  and of the other Loan Documents, with respect to such
                  Investment Property. Debtor waives all rights to receive after
                  it is in default hereunder any notices or communications
                  received by Secured Party or its nominee(s) as such registered
                  owner and agrees that no such proxy issued by Secured Party to
                  Debtor or its order shall thereafter be effective.

8.       COMPLIANCE WITH LAWS. Debtor will ensure that its use of the Collateral
will comply with all applicable laws, ordinances, and regulations of
governmental authorities.

9.       WAIVERS. This Agreement shall not be qualified or supplemented by
course of dealing. No waiver or modification by Secured Party of any of the
terms and conditions hereof shall be effective unless in writing signed by
Secured Party. No waiver or indulgence by Secured Party as to any required
performance by Debtor shall constitute a waiver as to any required performance
or other obligations of Debtor hereunder. No modification or amendment of this
Agreement shall be valid unless in writing signed by Debtor and Secured Party.

10.      RELEASE OF COLLATERAL, ETC. The obligations of Debtor shall not be
affected by the release or substitution of any collateral or by the release of
or any renewal or extensions of time to any party to any instrument, obligation
or liability secured hereby or to which Debtor is a party. Secured Party shall
not be bound to resort to or exhaust its recourse or to take any action against
other parties or other collateral. Debtor hereby waives presentment, demand,
protest, notice of protest and notice of non-acceptance or non-payment with
respect to any indebtedness, obligation or liability secured hereby.

11.      FURTHER ASSURANCES. Debtor, at its sole cost and expense, will at any
time and from time to time hereafter (a) give Secured Party at least fifteen
(15) days' prior written notice of any proposed change in Debtor's name,
identity or form or jurisdiction of organization, or the adoption or change of
any trade names under which Debtor operates or intends to operate the
Collateral; (b) execute such financing statements and other instruments and
perform such other acts as may be necessary or as Secured Party may reasonably
request in writing to establish and maintain the security interests herein
granted by Debtor to Secured Party and the priority and continued perfection
thereof; (c) obtain and promptly furnish to Secured Party evidence of all
government approvals that may be required to enable Debtor to comply with its
obligations under this Agreement; and (d) execute and deliver all such other
instruments and perform all such other acts as Secured Party may reasonably
request to carry out the transactions contemplated by this Agreement and to
maintain and preserve Secured Party's security interest in the Collateral as a
valid, enforceable, perfected, first priority security interest. Without
limiting the foregoing, to effectuate the rights and remedies of the Secured
Party hereunder, at any
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                                       9

time after occurrence and during the continuance of an Event of Default
hereunder, Debtor hereby irrevocably appoints the Secured Party attorney-in-fact
for Debtor in the name of Debtor or the Secured Party, with full power of
substitution, to sign, execute and deliver any and all instruments and documents
and do any and all acts and things to the same extent as Debtor could do, to
sell, assign and transfer any in tangible Collateral, including, but not limited
to, taking all action necessary or desirable to obtain the approval of any
governmental body to the transfer or issuance to the Secured Party or any other
person of any intangible Collateral.

12.      EXPENSES INCURRED BY SECURED PARTY. Secured Party is not required to,
but may, at its option, pay any tax, insurance premium, filing or recording
fees, or other charges payable by Debtor hereunder, and any such amount shall
bear interest from the date of payment until repaid at the applicable Default
Rate. Such amounts shall be repayable by Debtor on demand, and Debtor's
obligation to make such repayment shall constitute an additional Obligation
secured hereby.

13.      ASSIGNMENT. Secured Party may assign or transfer the whole or any part
of the Obligations and may transfer therewith as collateral security the whole
or any part of the Collateral and all obligations, rights, powers and privileges
herein provided shall inure to the benefit of the assignee to the extent of such
assignment.

14.      EVENTS OF DEFAULT. All sums secured hereby shall become immediately
due and payable, at the option of Secured Party, without further demand or
notice, after any of the following occur, each of which shall be an "Event of
Default":

         (a)      Failure by Debtor to make any payment (whether of principal,
                  interest, expenses, fees or otherwise) required to be made
                  under the Loan Documents, when due, by acceleration or
                  otherwise; or

         (b)      Failure by Debtor to observe or perform any other covenant,
                  condition or agreement contained herein or in the Loan
                  Documents when such observance or performance is due (subject
                  to any applicable cure period); or

         (c)      Any representation or warranty made by Debtor contained herein
                  or in any other Loan Document shall be untrue in any material
                  respect; or

         (d)      Debtor commences, or there is commenced against it, any case,
                  proceeding or other action or takes, or there is taken against
                  it, any other action in bankruptcy or seeking reorganization,
                  liquidation, dissolution, winding-up, arrangement,
                  composition, compromise, readjustment of its debts or any
                  other relief under any bankruptcy, insolvency, reorganization,
                  liquidation, dissolution, arrangement, composition,
                  compromise, readjustment of debt or similar act or law of any
                  jurisdiction, now or hereafter existing, or takes any action
                  indicating its consent to, approval of, or acquiescence in,
                  any such case, proceeding or other action; Debtor applies for,
                  or there is appointed, a receiver, interim receiver,
                  sequestrator, trustee or custodian of it or for all or a
                  substantial part of its property; Debtor makes an assignment
                  for the benefit of creditors; Debtor fails generally to pay
                  its debts as they mature or admits in writing its inability to
                  pay its debts as they mature; Debtor is adjudicated insolvent
                  or bankrupt; or there is issued a warrant of attachment,
                  execution or similar process against any substantial part of
                  Debtor's property; and in the case of any such event not
                  initiated by Debtor, such event continues for 60 days
                  undismissed, unbonded and undischarged; or

         (e)      The occurrence of any loss, theft, damage or destruction of
                  any material portion of the Collateral in excess of insurance
                  coverage.
<PAGE>
                                       10

15.      REMEDIES. If an Event of Default shall occur, Secured Party shall have
all remedies provided by law and, without limiting the generality of the
foregoing or the remedies provided in any other Section hereof or in any other
Loan Document, shall have the following remedies:

         (a)      The remedies of a secured party under the Uniform Commercial
                  Code; and

         (b)      The right, at Secured Party's option, to sell in a
                  commercially reasonable manner all or part of the Collateral
                  and make application of all proceeds or sums due on the
                  Collateral; and

         (c)      The right to enter any premises where any of the Collateral is
                  situated and take possession of such Collateral without notice
                  or demand and without legal proceedings; and

         (d)      The right to exercise and enforce all of Debtor's rights under
                  any contracts or any other agreement to which Debtor is a
                  party or of which Debtor is a beneficiary; and

         (e)      All other remedies which may be available in law or equity.

         At the request of Secured Party, Debtor will assemble the Collateral
and make it available to Secured Party at a place designated by Secured Party.
To the extent that notice of sale shall be required by law to be given, Debtor
agrees that a period of ten (10) days from the time the notice is sent shall be
a reasonable period of notification of a sale or other disposition of Collateral
by Secured Party and that any notice or other communication from Secured Party
to Debtor pursuant to this Agreement or required by any statute may be given to
Debtor at the address set forth under its name on the signature page hereof.
Debtor agrees to pay on demand the amount of all expenses incurred by Secured
Party in protecting and realizing on the Collateral, and Debtor further agrees
that if this Agreement or any Obligation is referred to an attorney for
protecting or defending the priority of Secured Party's interest in the
Collateral or for collecting or realizing thereon, Debtor shall pay all of
Secured Party's expenses including, without limitation, all reasonable
attorneys' fees and costs and expenses of title search and all court costs and
costs of public officials, and Debtor further agrees that its obligation to pay
such amounts shall bear interest from the date such expenditures are made by
Secured Party until repaid at the Default Rate and shall be secured hereby. The
Secured Party shall have no duty as to the collection or protection of the
Collateral or any income thereon, nor as to the preservation of rights against
prior parties, nor as to the preservation of any rights pertaining to the
Collateral beyond reasonable care in the custody or preservation thereof. Debtor
agrees to pay any deficiency remaining after collection or realization by
Secured Party on the Collateral.

16.      HOLD HARMLESS. Debtor will indemnify and hold Secured Party harmless
from all liability, loss, damage or expense including, but not limited to, all
reasonable attorneys' fees and costs, that Secured Party incurs resulting from,
arising out of or relating to Secured Party's efforts to comply with or enforce
the terms of this Agreement or the Obligations. The covenants set forth in this
Section 16 shall survive the termination of this Agreement.

17.      SEVERABILITY. In case any one or more of the provisions contained in
this Agreement is invalid, illegal or unenforceable in any respect in any
jurisdiction, the validity, legality and enforceability of such provision or
provisions will not in any way be affected or impaired thereby in any other
jurisdiction; and the validity, legality and enforceability of the remaining
provisions contained herein will not in any way be affected or impaired thereby.

18.      SUCCESSORS. This Agreement inures to the benefit of Secured Party and
its successors and assigns, and shall bind the successors and assigns of Debtor.
Debtor may not assign its rights and obligations hereunder without the prior
written consent of Secured Party.

<PAGE>
                                       11

19.      OTHER AGREEMENTS. The terms of this Agreement are intended to
supplement and not to replace or be replaced by the terms of the other Loan
Documents and the rights and remedies herein provided to Secured Party are
intended to be cumulative of and in addition to all rights and remedies
conferred by the other Loan Documents.

20.      NOTICES. Notices and other communications with respect to this
Agreement shall be in writing (including telecommunications) and made or
delivered to the party to which such notice or other communication is required
or permitted to be given or made at the address shown on the signature pages of
this Agreement, or at such other address as shall be designated by such party in
a written notice to the other party given in accordance with this Section and
shall be considered delivered on receipt if telecommunicated or delivered by
messenger or courier service or five days after mailing, postage prepaid. All
mailed notices shall be by certified or registered mail.

21.      JUDGMENT CURRENCY. If for the purposes of obtaining judgment in any
court in any jurisdiction or for any other purpose hereunder it becomes
necessary to convert into the currency of such jurisdiction ("Judgment
Currency") any amount due hereunder in any currency other than the Judgment
Currency, then such conversion shall be made in accordance with the normal
banking procedures of the Secured Party at the rate of exchange prevailing on
the last business day before the day on which judgment is given. In the event
that there is a change in the rate of exchange prevailing between the last
business day before the day on which the judgment is given and the date of
payment of the amount due, the Debtor shall, on the date of payment, pay such
additional amounts (if any) as may be necessary to ensure that the amount paid
on such date is the amount in the Judgment Currency which, when converted at the
rate of exchange prevailing on the date of payment, is the amount then due under
this Agreement in such other currency. Any additional amount due from the Debtor
under this paragraph 21 shall be due as a separate debt and shall not be
affected by judgment being obtained for any other sums due under or in respect
of this Agreement.

22.      WITHHOLDING TAXES. Any and all payments by Debtor hereunder shall be
made free and clear of, and without deduction for, any and all present and or
future taxes. If Debtor is required by law to deduct any taxes from or in
respect of any sum payable hereunder to Secured Party, (a) the sum payable shall
be increased by the amount necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 22) Secured Party will receive an amount equal to the sum it would
have received had no such deductions been made; (b) Debtor shall make such
deductions; and (c) Debtor shall pay the full amount deducted to the relevant
taxing authority or other governmental authority in accordance with applicable
law and promptly forward to Secured Party an official receipt or other
documentation acceptable to Secured Party evidencing such payment.

23.      GOVERNING LAW AND VENUE; SUBMISSION TO JURISDICTION. This Agreement
shall be governed by and construed in accordance with the laws of the State of
Delaware. DEBTOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF
ANY UNITED STATES FEDERAL OR DELAWARE STATE COURT SITTING IN THE STATE OF
DELAWARE IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE
HEARD AND DETERMINED IN ANY SUCH COURT AND WAIVES ANY OBJECTION IT MAY NOW OR
HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN
SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.

24.      Waiver of Jury Trial. EACH OF DEBTOR AND, BY ITS ACCEPTANCE OF THIS
AGREEMENT, SECURED PARTY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
<PAGE>
                                       12

WAIVES ANY RIGHT TO A JURY TRIAL OF ANY DISPUTE RELATING TO THIS AGREEMENT AND
AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A
JURY.

IN WITNESS WHEREOF, Debtor has executed this Agreement as of the date first
above written.

DEBTOR:                                        CONSOLIDATED RESOURCE RECOVERY,
                                               INC. a Delaware corporation

                                               By: "Doug Halward"
                                                   -----------------------------
                                                   Name: D. Halward

                                               Address for Notices:

                                               3025 Whitfield Avenue
                                               Sarasota, Florida, USA, 34243

                                               Fax No.: 941-751-6942

                                               FLORIDA ID NO.:   P40035
                                               DELAWARE ID NO.:  2291930

SECURED PARTY ADDRESS FOR NOTICES:

James E.H. Darby
550 Lowry Lane
North Vancouver, British Columbia, V7G 1R3

Fax No.: